The Board of Directors is pleased to present the Annual Report on the business and operations
of your Company along with the audited financial statements for the financial year ended 31^st
March 2024. The Statement of Accounts, Auditors’ Report, Board’s Report, and attachment
thereto have been prepared in accordance with the provisions contained in Section 134 of
Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL PERFORMANCE :

The performance of the Company for the financial year ended 31^st March 2024 is
summarized below:

(Amount in Rs.)

The above results are in compliance of Indian Accounting Standards (INS AS) notified
by the Ministry of Corporate Affairs. The results for the previous periods have been
restated to comply with Ind AS and are comparable on like to like basis.

2. DIVIDEND:

In view of the loss incurred during the year by the Company, directors do not recommend
any dividend for the financial year ended on 31.03.2024.

3. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE
OF COMPANY’S AFFAIR:

The company is engaged in the business of buying and selling of movie rights. Company
have received In-principle approval for revocation of suspension & trading of shares on
BSE has started w.e.f. 18^th December, 2023. Company had paid Re-instatement fees
of Rs. 30 lakhs plus 18% GST for In-principle Approval for revocation of suspension
in trading of equity shares. This increased expense of the company which resulted in
loss during the financial year 2023-24. Revenue from other services is recognised as
and when such services are performed. Your Directors are optimistic about Company’s
business and hopeful of better performance in the coming year.

4. MANAGEMENT’S DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is
covered under Annexure A which forms part of this report.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no Change in the business activity of the Company during the year.

6. SHARE CAPITAL :

The Authorized Share Capital as on 31^st March, 2024 was Rs.300,00,000/- (Rupees
Three Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/-.

There has been no change in the Equity Share Capital of the Company during the
financial year 2023-24. Further, the Company did not raise any funds by issuance of
debentures/bonds.

The Issued Share Capital as on 31^st March, 2024 was Rs.300,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/-.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES :

During the financial year under review, your Company did not have any subsidiary,
associate and joint venture Company.

8. PUBLIC DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 and
76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014. The question of non-compliance of the relevant provisions of the law relating to
acceptance of deposit does not arise.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(i) Directors

As of March 31, 2024, your Company had 4 Directors, which includes 2 Independent
Non-Executive Directors, 1 Executive Director and 1 Woman Director.

Changes in the Board of Directors

There were following changes in the Board of Directors of the Company during the
financial year under review:

As per the provisions of the Companies Act, 2013, Mr. Manish Girish Shah (DIN:
00434171) will retire as director of the Company at the Annual General Meeting and
being eligible, seeks re-appointment. The Board recommends his re-appointment.

(ii) Key Managerial Personnel

There were no changes in the Key Managerial Personnel (KMP) of the Company during
the financial year under review. The following personnel are the updated list of KMPs as
per the definition under Section 2(51) and Section 203 of the Act:

1. Mrs. Payal Doshi, Company Secretary;

2. Mr. Amit Ghosh, Chief Financial Officer; and

3. Mr. Anil Nate, Manager.

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received Declarations of Independence as stipulated under Section
149(7) of the Companies Act, 2013 from each of the Independent Directors confirming
that he/she is not disqualified from appointing/continuing as an Independent Director.

11. INDEPENDENT DIRECTORS’ MEETING:

Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors had separate meeting without attendance of Non¬
Independent Directors during the year and have reviewed the performance of Non¬
Independent Directors and the Board of Directors as a whole. The Independent Directors
assessed the quality, quantity and timeliness of information between the Company and
the management and the Board.

12. CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO / CFO certificate for the financial year
2023-24 has been submitted to the Board and the copy thereof is contained in the
Annual Report as Annexure B.

13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT
OF ITS COMMITTEE AND INDIVIDUAL DIRECTOR:

The performance of the Board and of its Committees was evaluated after seeking
inputs from all the Directors on the basis of criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning, etc.The
performance of the individual Directors was also evaluated based on criteria such as the
contribution of the individual Director to the Board Meetings, meaningful and constructive
contribution and inputs in meetings, attendance, etc. The Board of Directors reviewed
the performance evaluation of the Board, its Committees and individual Directors.

14. NUMBER OF BOARD MEETINGS

During the financial year 2023-24, the Board of Directors of the Company met Five
(5) times. The intervening gap between the two meetings was within the period as
prescribed under the Companies Act, 2013.

The Board meetings were held on 29^th May, 2023, 10^th August, 2023, 22^th September,
2023, 10^th November, 2023 and 18^th January, 2024.

The frequency of board meetings and quorum at such meetings were in accordance
with the Companies Act, 2013 and the Securities and Exchanges Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors
issued by ICSI. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

15. BOARD COMMITTEES :

AUDIT COMMITTEE :

The Audit Committee comprises as on 31^st March, 2024:

i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Oswal (Non-Executive Independent Director)

iii) Jaimini Gosalia (Non-executive Director)

The meetings were held on 29^th May, 2023, 10^th August, 2023, 22^th September,
2023, 10^th November, 2023 and 18^th January, 2024.During the year under review; all
recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise / knowledge / exposure.

The composition of Nomination and Remuneration Committee as on 31^st March, 2024;

i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Oswal (Non-Executive Independent Director)

iii) Jaimini Gosalia (Non-executive Director)

Four (4) meetings of the Nomination and Remuneration Committee were held during the
financial year 2023-24 on 29^th May, 2023, 10^th August, 2023, 10^th November, 2023 and
18^th January, 2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Stakeholders Relationship
Committee possess sound expertise / knowledge / exposure.

The composition of Stakeholders Relationship Committee as on 31^st March, 2024;

i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Oswal (Non-Executive Independent Director)

iii) Jaimini Gosalia (Non-executive Director)

Two meetings of the Stakeholders Relationship Committee were held during the financial
year 2023-24 on 10^th August, 2023 and 18^th January, 2024.

16. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for Financial Year 2023-24 is uploaded
on the website of the Company and the same is available on https://revatiorganics.in/
wp-content/uploads/2024/08/ROL_MGT-9_final.pdf.

17. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations
obtained by us, we make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013 and hereby confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and
of the loss of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

18. DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the F.Y. ended 31^st March, 2024. This is also
being supported by the report of the auditors of the Company as no fraud has been
reported in their audit report for the F.Y. ended 31^st March, 2024.

19. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls commensurate with
nature and size of the business activity and with reference to the financial statements.
The controls comprise of policies and procedures for ensuring orderly and efficient
conduct of the Company’s business, including adherence to its policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.

According to the Directors of your Company, elements of risks that threaten the existence
of your Company are very minimal. Risk Control and Mitigation mechanisms are tested
for their effectiveness on regular intervals.

20. WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical conduct. The Company has a Whistle Blower policy under which
employees are free to report violations of the applicable laws and regulations and the
code of conduct. The Whistle Blower Policy is available on the website of the Company.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO :

A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read
with Rule 8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy
conservation, technology absorption is not applicable to the Company.

B. Foreign Exchange earnings: NIL
Foreign Exchange outgo: NIL

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A detailed analysis of the Company’s operational and financial performance as well
as the initiatives taken by the Company in key functional areas such as Business
Excellence, Human Resources and Information Technology are separately discussed
in the Management Discussion and Analysis Report, which forms a part of this Annual
Report.

23. AUDITORS :

(i) STATUTORY AUDITOR

The Statutory Auditors, M/s. B.L. DASHARDA AND ASSOCIATES (FRN 112615W),
Chartered Accountants, were appointed for a period of five years at the 30^th Annual
General Meeting of the Company held on 29^th September, 2023 until the conclusion of
34^th Annual General Meeting on such remuneration as mutually agreed upon between
the Board of Directors and the Statutory Auditors.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence
Criteria required under the Companies Act, 2013 and Code of Ethics issued by the
Institute of Chartered Accountants of India.

The Statutory Auditors have given a confirmation to the effect that they are eligible to
continue with their appointment under section 141 of the Companies Act, 2013 and that
they have not been disqualified in any manner from continuing as Statutory Auditors.

STATUTORY AUDITOR’S REPORT

The observation of the Auditors in their report read with relevant notes on the accounts,
as annexed are self-explanatory and do not call for any further explanation under section
134(3)(f)(i) of the Companies Act, 2013.

(ii) SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules
made thereunder, the Company has appointed M/s Girish Murarka & Co., Company
Secretaries in Practice having membership No. 7036 to undertake Secretarial Audit of
the Company.

SECRETARIAL AUDITOR’S REPORT

The Secretarial Audit Report for the financial year 2023-24 as issued by Secretarial
Auditors, M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this
Report as Annexure C.

(iii) COST RECORDS: Provisions of Cost Record NOT applicable on the Company.

24. SECRETARIAL STANDARDS :

The Directors state that all applicable Secretarial Standards have been duly followed by
the Company.

25. CODE OF CONDUCT :

Company’s Board has laid down a Code of Conduct for all the Board Members and
Senior Management Personnel of the Company. The Code of Conduct is available on the
Company’s website-www.revatiorganics.in. All Board Members and Senior Management
Personnel have affirmed compliance with Code of Conduct for Board Members and
Senior Management during the financial year 2023-24. The declaration in this regard
has been made by the Executive Director which forms the part of this report as an
Annexure D.

26. CORPORATE GOVERNANCE:

Corporate Governance provisions under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to
(i) of sub-regulation (2) of regulation 46 and para C,D,E of Schedule V are not applicable
to the Company as paid up share capital of the Company does not exceed Rs. 10 Crores
and net worth of the Company does not exceed Rs. 25 Crores as on 31^st March, 2024.

27. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for Prevention of Insider Trading with
a view to regulate trading in securities by Directors and designated employees of the
Company. The Code of conduct require pre-disclosure for dealing in the Company’s
Shares and prohibit the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information
in relation to the Company and during the period when trading windows is closed.
The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed the compliance of the Code.

28. MEANS OF COMMUNICATION:

Quarterly results have been communicated to Bombay Stock Exchange limited where the
shares of the Company’s is listed and the same has been published in Two Newspaper-
Free Press Journal(in English) and Nav Shakti(in Marathi) in terms of the requirement
of Listing Agreement. Annual Reports are dispatched to all the shareholders.

29. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its members are among its most important stakeholders.
Accordingly, your Company’s operations are committed to the pursuit of achieving high
level of operating performance and cost competitiveness, consolidating and building
for growth, enhancing the productive assets and resource base and nurturing overall
corporate reputation.

30. CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for
the year ended 31^st March, 2024 annexed hereto.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE
FINANCIAL YEAR END OF THE COMPANY TO DATE OF THIS REPORT

Except as disclosed elsewhere in this report, no material changes and commitments
which could affect the Company’s financial position have occurred between the end of
the financial year of the Company and date of this report.

32. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size, scale and
complexity of its operations. The Internal Audit Department monitor and evaluate the

efficacy and adequacy of internal control system in the Company, its compliance with
the operating system, accounting policies and procedures of the Company. These are
routinely tested and certified by Statutory as well as Internal Auditors. The Significant
audit observations and the follow up action are reported to the Audit Committee.

33. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES :

The detail of borrowing & investments are given in Notes 14 & 5 respectively of Balance
Sheet for year ended 31^st March, 2024. The company has not given any Guarantees,
made any Investments and provide any Securities which are covered under the provisions
of section 186 of the Companies Act, 2013.

34. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES :

All Related Party Transactions that were entered into during the financial year were on
an arm’s length basis and in the Ordinary Course of Business. The requirement of giving
particulars of contracts /arrangement made with related parties, in form AOC-2 are not
applicable for the year under review.

The Company has made the required disclosures in compliance with Indian Accounting
Standard on “Related Party Disclosures” in the Financial Statement for the financial
year 2023-24. The Related Party Transactions limit approved by the shareholders of the
Company in last AGM was not surpassed during the year.

35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014 :

The particulars of remuneration paid to Directors and employees and other related
information required to be disclosed under Section 197 (12) of the Company Act, 2013
and the Rules made thereunder are given in Annexure E.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has not received any compliant during the year under SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013. The Company has a well-defined Prevention of Sexual
Harassment at Workplace Policy.

37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending
in the name of the Company under the Insolvency and Bankruptcy Code 2016.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loan taken from

Bank and Financials Institutions.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the criteria’s mentioned under Section 135 of Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
and there is no requirement to constitute Corporate Social Responsibility Committee.

40. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

1. The Company has not bought back any of its securities during the year under
review.

2. The Company has not issued any Sweat Equity Shares during the year under
review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

5. The Company has not issued any shares with differential rights.

6. The Company is not required to appoint Cost Auditor.

7. There were no material changes and commitments affecting the financial position
of your Company between the end of the financial year and the date of this report.

8. Vigil Mechanism: Your Directors would like to inform that till now provisions of
establishment of Vigil Mechanism do not apply to the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank Bankers, Government authorities, Registrar & Share Transfer
Agent and various stakeholders, such as, shareholders, customers and suppliers, among
others for their support and valuable guidance to the Company. Your Directors also wish
to place on record their appreciation for the committed services of all the Employees of the
Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

DIRECTOR DIRECTOR

MANISH SHAH JAIMINI GOSALIA

DIN: 00434171 DIN: 10450937

Dated: 12/08/2024
Place: Mumbai